Compliance Requirements for NRI One-Person Company Registration in India

Introduction

One Person Company (OPC) is a type of company that can be incorporated with only one person as a member. It is designed to provide a legal framework for individuals to start and operate a company as a single owner, eliminating the need for partners or shareholders. In India, NRIs (Non-Resident Indians) can also register an OPC. However, there are certain compliance requirements that need to be fulfilled.

What is a One-Person Company?

A One Person Company (OPC) is a business that has only one owner. Before the Companies Act of 2013 went into effect, only two people may form a corporation. If a person wished to start a business, he or she could only choose a sole proprietorship because a company could only be founded with a minimum of two directors and two members.

A business can be incorporated under Section 2(62) of the Company’s Act 2013 with just 1 Director and 1 Member. It is a type of corporation with fewer compliance obligations than a private corporation.

Therefore, a one-person company is a business that has the characteristics of a corporation and the advantages of a Sole Proprietorship and can be incorporated by a single person, who may be a resident or an NRI.

Eligibility Criteria for NRI One-Person Company Registration  

To register an OPC in India, the following eligibility criteria must be met:

• The individual must be an Indian citizen.
• The individual must be a resident of India.

Compliance Requirements for NRI One-Person Company Registration  

1. Director Identification Number (DIN): The individual who wants to register an OPC in India must obtain a Director Identification Number (DIN) from the Ministry of Corporate Affairs (MCA).

2. Digital Signature Certificate (DSC): The individual must also obtain a Digital Signature Certificate (DSC) from a government-approved agency. The DSC is required for filing the incorporation documents online.

3. Name Approval: The individual must choose a unique name for the OPC and get it approved by the Registrar of Companies (ROC). The name should not be similar to any existing company or trademark.

4. Memorandum of Association (MOA) and Articles of Association (AOA): The individual must draft the MOA and AOA of the OPC and get them stamped and signed by a notary public.

5. Incorporation Documents: The individual must file the incorporation documents with the ROC along with the required fees. The documents include the MOA, AOA, and other relevant documents.

6. PAN and TAN: After the OPC is registered, the individual must apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) from the Income Tax Department.

7. Compliance Requirements After Registration: After the OPC is registered, the individual must comply with the following requirements:

• Maintain proper books of accounts and get them audited annually.
• File annual returns with the ROC and Income Tax Department.
• Hold at least one board meeting in each half of the calendar year.
• Hold an annual general meeting (AGM) within six months from the end of the financial year.

FAQs on OPC Registration by an NRI

1. Is it necessary for an NRI to have a resident Indian as a nominee for OPC registration?
Yes, OPC registration requires the appointment of a nominee who must be a resident Indian. The nominee will take over the management of the company in case of the NRI director’s death or incapacity.

2. What are the directorship requirements for an NRI OPC registration?
An NRI must appoint at least one director for the OPC, and at least one of the directors must be a resident Indian. The director must be an individual aged 18 years or above.

3. Can an NRI be a nominee in another OPC?
No, an NRI cannot be a nominee in more than one OPC at a time.

4. What are the compliance requirements for an NRI OPC in India?
An NRI OPC must comply with annual filing requirements, such as filing of financial statements and annual returns with the Registrar of Companies (ROC). Additionally, maintaining proper books of accounts and complying with tax obligations is essential.

5. Can an NRI operate an OPC from abroad?
Yes, an NRI can operate an OPC from abroad. The OPC structure allows the NRI director to manage the company’s affairs remotely, making it convenient for NRIs residing outside India.

6. Can an NRI invest in an OPC in India without physically being present?
Yes, an NRI can invest in an OPC in India without being physically present. The entire registration process, including the submission of documents and approvals, can be done online.

7. Can an NRI hold shares in multiple OPCs?
Yes, an NRI can hold shares in multiple OPCs, subject to compliance with the Companies Act, 2013 and the requirement of having only one OPC in their name.

8. Can an NRI convert an existing company into an OPC?
No, an existing company cannot be converted directly into an OPC. However, an NRI can incorporate a new OPC and transfer the assets and business of the existing company to the newly formed OPC.

9. Can an NRI avail of loans for an OPC in India?
Yes, an NRI can avail of loans for an OPC in India. The OPC can approach financial institutions and banks for funding based on its financial credibility and eligibility criteria set by the lending institutions.

Conclusion  

In conclusion, NRI One-Person Company registration in India is a simple and straightforward process. However, there are certain eligibility criteria and compliance requirements that need to be fulfilled. The individual must obtain a DIN and DSC, get the name approved, draft the MOA and AOA, file the incorporation documents, and apply for PAN and TAN. After the OPC is registered, the individual must comply with the various requirements such as maintaining proper books of accounts, filing annual returns, and holding board meetings and AGMs. By fulfilling these requirements, NRIs can register an OPC in India and operate it in a compliant manner.